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1. 1. Missing Due Diligence Flags in Definitive Documents: During one transaction, a material due diligence observation was not carried through into the definitive documents prepared by the external counsel (Khaitan and Co, Delhi). I identified the gap during my review, and the documentation had to be revised accordingly. This reinforced the importance of ensuring that every DD finding is appropriately reflected in transaction documents and not treated as a standalone exercise.
2. 2. Overlooking Basic Security Perfection Requirements: I have also noticed instances where fundamental security-related provisions were missed. For example, a common oversight is taking security over an asset but failing to expressly include the insurance proceeds arising from that asset as part of the secured collateral. If the secured asset is damaged or completely destroyed, the lender's realisable security effectively shifts to the insurance claim. Without appropriate provisions assigning or charging the insurance proceeds and ensuring the lender is named as the loss payee/ beneficiary, the lender's ability to recover from the insurance payout may be compromised. This is a fundamental aspect of security creation that should always be verified during documentation.
3.
Overall, the biggest learning is that juniors should not rely solely on templates. Every document should be cross-checked against the due diligence report, term sheet, sanction conditions, and transaction checklist to ensure that commercial understanding is accurately translated into the legal documentation.
1. Not analyzing clauses in documents - from a broader perspective - for eg a change of control clause cannot be narrowly studied (ie control f control), but related words, such as management, shareholding, directors or the like. One has to strategically read contracts - shortcuts will not work.
2. Making proofreading errors, for eg adding the word ‘not’ when not needed - can change an entire sentence.
3. Missing new documents when uploaded, asking for the same multiple times.
4. Randomly closing requisitions when the client says ‘not available’ - the standard is you should first clarify on a call, insist that it is important to us, if it is still not available - make an issue and do not leave it.
5. Treating DD as an unimportant exercise - the attitude of who reads the DD report - irrespective, the DD is a facilitator to a good SPA - it forms the basis of good warranties, CPs, CSs and in some cases, even purchase price adjustments.
6. Clarify with seniors on the drafting style, template formats, and the rhythm of the DD - for eg when to update requisition lists regularly, when to circle back with updates etc!